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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Astaire Grp | LSE:ASTR | London | Ordinary Share | GB0031792194 | ORD 0.1P |
| Price Change | % Change | Share Price | Shares Traded | Last Trade
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|---|---|---|---|---|---|
| 0.00 | 0.00% | 2.125 | 0.00 | 00:00:00 |
| Bid Price | Offer Price | High Price | Low Price | Open Price | |
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| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| - |
| Last Trade Time | Trade Type | Trade Size | Trade Price | Currency |
|---|---|---|---|---|
| - | O | 0 | 2.125 | GBX |
Astaire Group (ASTR) Share Charts1 Year Astaire Group Chart |
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1 Month Astaire Group Chart |
Intraday Astaire Group Chart |
| Date | Time | Title | Posts |
|---|---|---|---|
| 22/11/2011 | 16:56 | Hey, What's Occuring at ASTAIRE? | 269 |
| 28/6/2011 | 18:13 | astr - with charts/news | 1 |
| 24/4/2010 | 15:36 | FOR THOSE THAT CAN'T BE BOTHERED 17.5 p BEING OFFERED !!!!!! | - |
| 14/4/2010 | 04:23 | Astralis Ltd. To the stars? Or a black hole! | 6 |
| 26/2/2008 | 17:33 | THe Astrophysics Thread ( mainly Astro) | 1 |
| Trade Time | Trade Price | Trade Size | Trade Value | Trade Type |
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| Top Posts |
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Posted at 02/11/2011 08:13 by acquisitor I didn't chose to take the Astaire shares, as I would have held 4.15m shares in an illiquid AIM quoted stock. Also, the cash option was more generous, given the respective share prices. But I do hold a million Evolve shares I bought at 0.6p and think there is some upside if the management do not make any mistakes. Evolve still has some upside from the takeover of Astaire and that should show through in the share price |
Posted at 29/10/2011 20:02 by natsbite Anyone with any views on the prospects for the Evolve share price? Unfortunately, I am in at 3.5 p. |
Posted at 27/10/2011 21:49 by tomboyb This is a small if hollow victory for the small shareholder - From a delisting value of 0.30p per share to a payout of 2p per share - If the option was to liquidate all the assets then that figure would be just above the 3p mark - It did indeed make no sense imho to take the 5 for 7 when you look at the current share price of evolve - and its indicative use of the cash - 78.9 mill accepted the 2p offer - 15mill took the 5 for 7 - |
Posted at 06/9/2011 17:13 by tomboyb Some justice to small shareholders of ASTR - Two schemes of arrangement - 2p per share cash - 5 astr shares for 7 EVOL shares - Consider when this was being traded at 0.325p per share. |
Posted at 06/9/2011 16:54 by warpedone Scheme is on... 2p in cash or 7 Evolve for every 5 Astaire.DJ Astaire Group Plc Scheme of arrangement RNS Number : 7461N Astaire Group Plc 06 September 2011 Not for release, publication or distribution in whole or in part into ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION FOR IMMEDIATE RELEASE 6 September 2011 ASTAIRE GROUP PLC RECOMMENDED SCHEME OF ARRANGEMENT to CANCEL THE ASTAIRE SHARES NOT HELD BY EVOLVE CAPITAL PLC IN EXCHANGE FOR eITHER CASH OR NEW EVOLVE SHARES Recommended Scheme Summary -- The Boards of Evolve and Astaire are pleased to announce a Scheme of Arrangement which, if approved by Astaire Shareholders, will result in the Astaire Shares not already held by Evolve ("Scheme Shares") being cancelled by way of a reduction of capital. The holders of the Scheme Shares being cancelled can elect to receive either cash or new Evolve Shares. -- The Cash Consideration of 2p per Scheme Share amounts to a maximum of GBP1,904,838, depending on the number of Scheme Shareholders who elect to receive cash. It will be paid out of Astaire's existing net cash balances which amount to approximately 2p per Astaire Share. -- The Share Consideration will comprise 7 New Evolve Shares for every 5 Scheme Shares cancelled and will amount to up to 32 per cent. of Evolve's enlarged share capital depending on the proportion of Astaire Shareholders who elect to receive Evolve Shares. -- The Cash Consideration values the entire issued share capital of Astaire at approximately GBP4.106 million and represents a premium of approximately 150 per cent. to the closing price of 0.8 pence per Astaire Share on 12 July 2011, being the last Business Day prior to the announcement of a possible Scheme. -- The Share Consideration values each Astaire Share at approximately 1.82 pence, based on the closing price of 1.3 pence for an Evolve Share on 6 September 2011 and values the entire issued share capital of Astaire at GBP3.737 million. The Share Consideration represents a premium of 128 per cent. per cent. to the Closing Price of 0.8 pence per Astaire Share on 12 July 2011 (being the last Business Day prior to the announcement of a possible Scheme). -- The Scheme will be conditional on 75 per cent. of the votes cast by a majority of the Independent Astaire Shareholders (being the Astaire Shareholders other than Evolve) voting in favour of the Scheme at a Court Meeting and a special resolution being passed at a General Meeting of Astaire. -- The Evolve Board believes that the implementation of the proposed Scheme could lead to the following benefits for Evolve Shareholders: -- the 2p Cash Consideration per Astaire Share is less than the net asset value per Astaire Share; consequently, the more valid elections to receive cash, the greater the net assets per Evolve Share will be following the Scheme becoming effective, benefitting both existing Evolve Shareholders and the former Astaire Shareholders who elect to receive Evolve Shares; and -- greater flexibility to deploy assets within the Enlarged Group and cost reductions as a result of having one group company with external shareholders rather than two. -- The Directors of Astaire believe that the implementation of the proposed Scheme could lead to the following benefits to the Scheme Shareholders: -- as there can be no guarantee that Astaire's shares will continue to be suitable to be traded on AIM, there is a significant risk that Astaire Shares could become unquoted, whether or not a resolution to cancel their admission to AIM is passed by (or even put to) Astaire Shareholders; -- as a subsidiary of Evolve, Astaire's investing policy requires Evolve's approval regardless of the attitude of other Astaire Shareholders who may or may not be content with a policy proposed by Evolve, but whose ability to realise the underlying value of their Astaire Shares is limited as a result of Astaire Shares trading at a significant discount to the net asset value per Astaire Share in a relatively illiquid market; -- the Scheme is intended to enable Astaire Shareholders who wish to continue to hold their investment to exchange their Astaire Shares for Evolve Shares. As some of the assets of both Astaire and Evolve are unquoted and / or subject to contingent liabilities, it is difficult to determine a reliable valuation for their respective net assets per share, however the share exchange ratio of 7 Evolve Shares for every 5 Astaire Shares under the proposed Scheme is intended to reflect the relative net assets per share of both companies. While some decrease in net assets will arise from the costs of the Scheme, this will be offset by the redemption of some Astaire Shares at a discount to their underlying net asset if (as expected) a significant proportion of Astaire Shareholders elect to receive the Cash Consideration; and -- the Cash Consideration and the Share Consideration represent an increase in value for Astaire Shareholders of 150 per cent. and 128 per cent. respectively. -- The Scheme Document will be posted to Astaire Shareholders and a circular containing notice of the General Meeting will be sent to Evolve shareholders as soon as practicable. -- In view of the Astaire Directors' close association with Evolve, they are not deemed to be sufficiently independent to give a recommendation to Scheme Shareholders. Accordingly Fairfax, which is acting as financial adviser to Astaire, has agreed to consider whether the Scheme is in the best interests of Scheme Shareholders. -- Fairfax considers that the Scheme is in the best interests of Scheme Shareholders and recommends that they vote in favour of the Scheme at the Court Meeting and Astaire General Meeting. James Noble, Chairman of Astaire, said: "The Board of Astaire is pleased that Fairfax has agreed to recommend the Scheme, as it offers Scheme Shareholders the choice of realising cash or continuing their investment through Evolve shares as they choose. If this transaction does not receive the support of the Astaire shareholders, there can be no guarantee of any cash return to shareholders, as Evolve has a blocking shareholding for any necessary capital reconstruction, without which no payment can be made." Enquiries: Astaire Group Plc Tel: 020 7492 4757 Chris Roberts, Finance Director Fairfax I.S. PLC Nominated Adviser/Broker to Astaire Group Plc Tel: 020 7598 5368 David Floyd, Katy Birkin Evolve Capital plc Tel: 020 7937 4445 Oliver Vaughan, Chairman Allenby Capital Limited Tel: 020 3328 5656 Nominated Adviser/Broker to Evolve Capital Plc Nick Naylor Nick Athanas This summary should be read in conjunction with and is subject to, the full text of this Announcement (including its appendices) set out below. The conditions and further principal terms of the Scheme are set out in Appendix I. Appendix II of this Announcement contains the sources and bases of certain information used in this summary and in the following Announcement. Appendix III contains definitions of certain terms used in this summary and the following Announcement. Neither this summary nor the full text of this Announcement constitutes or forms part of an offer to purchase or subscribe for any securities. Decisions about whether to vote for the Scheme should be made solely by reference to the Scheme Document which will contain the full terms and conditions of the Scheme, including notices of the relevant meetings and court hearings. A copy of this announcement and certain information published or otherwise made available by Astaire in connection with the recommended Scheme is available at: Not for release, publication or distribution in whole or in part into ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION FOR IMMEDIATE RELEASE 6 September 2011 ASTAIRE GROUP PLC RECOMMENDED SCHEME OF ARRANGEMENT to CANCEL THE ASTAIRE SHARES NOT HELD BY EVOLVE CAPITAL PLC IN EXCHANGE FOR eITHER CASH OR NEW EVOLVE SHARES 1. Introduction The Boards of Evolve and Astaire are pleased to announce the agreed terms of a Scheme of Arrangement under Part 26 of the Companies Act 2006 which, if approved, will result in the Astaire Shares not already held by Evolve being cancelled by way of a reduction of capital. The holders of the Astaire Shares being cancelled can elect to receive either cash or new Evolve Shares. Evolve holds 110,067,610 Astaire Shares representing 53.6 per cent. of Astaire's issued share capital. A copy of this announcement and certain information published or otherwise made available by Evolve in connection with the recommended Scheme is available at: www.evolvecapital.co Information published or otherwise made available by Astaire in connection with the recommended Scheme is available at: www.astairegroup.co. 2. Terms of the Scheme Under the Scheme, which will be on the terms and subject to the Conditions and further terms set out below and in Appendix I, and the full terms and conditions to be set out in the Scheme Document, Scheme Shareholders may elect to receive either: The Cash Consideration 2 pence in cash for each Astaire Share cancelled or The Share Consideration 7 New Evolve Shares for every 5 Astaire Shares cancelled The Cash Consideration values the entire issued share capital of Astaire at approximately GBP4.106 million and represents a premium of approximately 150 per cent. to the closing price of 0.8 pence per Astaire Share on 12 July 2011, being the last Business Day prior to the announcement of a possible Scheme. The Share Consideration values each Astaire Share at approximately 1.82 pence, based on the closing price of 1.3 pence for an Evolve Share on 5 September 2011 and values the entire issued share capital of Astaire at GBP3.737 million. The Share Consideration represents a premium of 128 per cent. per cent. to the Closing Price of 0.8 pence per Astaire Share on 12 July 2011 (being the last Business Day prior to the announcement of a possible Scheme). The Share Consideration will comprise a maximum of 133,338,671 New Evolve Shares which will represent to up to 32 per cent. of Evolve's enlarged share capital, depending on the number of Astaire Shareholders who elect to receive Evolve Shares. 3. Background to and Reasons for the Scheme Since Astaire has sold its businesses and settled the litigation by Izodia PLC, it has ceased to be an operating company and now holds cash and various other assets most of which (by value) are loan notes and other rights to receive payment for subsidiaries it has sold. It also has contingent liabilities under warranties granted to purchasers of those businesses and is aware of potential warranty claims by Rowan Dartington Holdings Limited. Evolve, as Astaire's holding company, would like to apply Astaire's cash to seek to generate improved investment returns and to repay the outstanding indebtedness of approximately GBP1.25 million to Kimono, a shareholder in both Astaire and Evolve. However, the Board of Evolve recognises that some Astaire Shareholders may prefer to receive the cash value per Astaire Share. The Evolve Board believes that the proposed Scheme could lead to the following benefits for Evolve Shareholders: -- the 2p Cash Consideration per Astaire Share is less than the net asset value per Astaire Share; consequently, the more valid elections to receive cash, the greater the net assets per Evolve Share will be following the Scheme becoming effective, benefitting both existing Evolve Shareholders and the former Astaire Shareholders who elect to receive Evolve Shares; and -- greater flexibility to deploy assets within the Enlarged Group and cost reductions as a result of having one group company with external shareholders rather than two. The Directors of Astaire believe that the Scheme could lead to the following benefits to the Scheme Shareholders: -- as there can be no guarantee that Astaire's shares will continue to be suitable to be traded on AIM, there is a significant risk that Astaire Shares could become unquoted, whether or not a resolution to cancel their admission to AIM is passed by (or even put to) Astaire Shareholders; -- as a subsidiary of Evolve, Astaire's investing policy requires Evolve's approval regardless of the attitude of other Astaire Shareholders who may or may not be content with a policy proposed by Evolve, but whose ability to realise the underlying value of their Astaire Shares is limited as a result of Astaire Shares trading at a significant discount to the net asset value per Astaire Share in a relatively illiquid market; -- the Scheme is intended to enable Astaire Shareholders who wish to continue to hold their investment to exchange their Astaire Shares for Evolve Shares. As some of the assets of both Astaire and Evolve are unquoted and / or subject to contingent liabilities, it is difficult to determine a reliable valuation for their respective net assets per share, however the share exchange ratio of 7 Evolve Shares for every 5 Astaire Shares under the proposed Scheme is intended to be broadly neutral in terms of the net assets per share for shareholders of both companies. While some decrease in net assets will arise from the costs of the Scheme, this will be offset by the redemption of some Astaire Shares at a discount to their underlying net asset if (as expected) a significant proportion of Astaire Shareholders elect to receive the Cash Consideration; and -- the Cash Consideration and the Share Consideration represent an increase in value for Astaire Shareholders of 150 per cent. and 128 per cent. respectively. 4. Information on Evolve Evolve was incorporated in September 2007 in order to invest in equities, convertible or non-convertible debt and/or options and warrants in companies which are quoted on, or intending to join, the PLUS-quoted market by way of an IPO. On 28 December 2007 Evolve was admitted to trading on AIM and completed the raising of some GBP4 million of new equity capital. Evolve was re-admitted to trading on AIM on 31 December 2008 following a share for share offer by Evolve to acquire the entire issued and to be issued share capital of Blue Oar plc, now renamed Astaire Group PLC, which resulted in Evolve becoming the holding company of the Astaire group, information about which is set out in paragraph 5 below. The objective of the Evolve Board is to generate capital appreciation from investments over the medium term. The Evolve Directors have a wide range of experience of investing in early stage and smaller companies and recognise that such investments can carry a significant risk whilst also providing the opportunity for significant gain. When investing, the Evolve Directors identify how it will be able to realise its investment within a reasonable timeframe. The Evolve Directors believe that the PLUS-quoted market provides an ideal opportunity for pre-IPO investment in particular as it combines the discipline included in obtaining a quotation with a cost effective and appropriately regulated market place for smaller companies. The Evolve Directors will also consider the suitability of other such new markets, trading platforms or stock exchanges in the UK should others be established in the future. Evolve's investments comprise minority shareholdings in:- 3D Diagnostic Imaging plc (safer alternative to x-ray for dentists); Aconite Technology Limited (open platform software for credit cards and similar payment mechanisms); Bluehone Holdings PLC (investment management); Pulse Group PLC (research process outsourcing and support services for market research companies); Woodspeen Training PLC (vocational training); and Central Asian Minerals and Resources plc (natural resources acquisition vehicle). Evolve also has a 100 per cent. interest in St Helens Capital Partners LLP, which is a leading PLUS Corporate Adviser. Evolve's audited accounts for the 12 months ended 31 December 2010 showed net fee and commission income of GBP510,000 (12 months ended 31 December 2009, GBP239,000), a pre-tax loss of GBP4,164,000 (12 months ended 31 December 2009, GBP2,016,000 pre-tax profit) and parent company's shareholders' funds of GBP9,199,000 (31 December 2009, GBP13,755,000). Additional information on Evolve is available at www.evolvecapital.co 5. Information on Astaire Astaire has implemented a disposal programme following a decision by Evolve to end its active management of Astaire in May 2010 and the restructuring of the Astaire board. It has also defended litigation by Izodia PLC, reaching a settlement in June 2011. Following the disposals of subsidiaries and other assets, Astaire's assets and liabilities now comprise: (i) net cash, net cash equivalents and short term debtors amounting, after providing for the cost of terminating a lease, costs of the scheme and other restructuring costs, to approximately GBP4.1 million (c. 2.0 pence per Astaire Share); (ii) deferred consideration, loan notes and equity interests being the non cash elements of consideration received on the sale of Rowan Dartington & Co. Limited and Dowgate Capital Stockbrokers Limited, in respect of which Astaire and group companies have ongoing exposure under warranties and indemnities given to the purchasers which is capped at the value of the deferred consideration in respect of the Dowgate Capital Stockbrokers disposal and the total consideration in the case of the Rowan Dartington disposal; (iii) sundry unquoted investments including investments in the Isambard Fund, Euroclear shares and some warrants and options, the majority of which are currently materially out of the money. Additional information concerning Astaire is available at: www.astairegroup.co. 6. Proposals for the Enlarged Evolve Group Following the Scheme, it is intended that the Enlarged Group will pursue Evolve's current investment objective and strategy. 7. Employees and Evolve board changes Astaire has one employee who is expected to resign if the Scheme becomes effective. Evolve has given an assurance that his existing employment rights including pension rights will be fully safeguarded following the Scheme becoming effective. There will be no change to the Evolve Board as a result of the Scheme. None of the Astaire Directors nor Evolve Directors will be entitled to receive any additional remuneration or benefit as a result of the Scheme and no ex gratia payments will be paid or benefits awarded. 8. Scheme of Arrangement The Scheme is a Court-sanctioned scheme of arrangement between Astaire and its Shareholders under Part 26 of the Act, including a reduction of capital under section 645 of the Act. The Scheme procedure requires approval by Independent Astaire Shareholders at the Meetings, sanction of the Scheme by the Court and confirmation by the Court of the cancellation of the Scheme Shares. If the Scheme becomes fully effective in accordance with its terms, Astaire will become a wholly-owned subsidiary of Evolve. The Scheme, which is subject to the Conditions, set out in Appendix 1, requires approval by Independent Astaire Shareholders at both the Court Meeting and the Astaire General Meeting and the sanction of the Court at the Scheme Court Hearing. The Meetings and the nature of the approvals required to be given at them are described in more detail below. All Shareholders are entitled to attend the Scheme Court Hearing in person or through representation to support or oppose the sanctioning of the Scheme, which includes the Capital Reduction. The Scheme can only become effective if all Conditions to the Scheme, including Scheme Shareholder approvals and the sanction of the Court, have been satisfied or, where permitted, waived. The Scheme will become effective in accordance with its terms on delivery of office copies of the Scheme Court Order to the Registrar of Companies. Unless the Scheme becomes effective by 30 November 2011, or such later date as Evolve and Astaire may agree and the Court may allow, the Scheme will not become effective and will not proceed. Before the Court's sanction can be sought for the Scheme, the Scheme requires the approval of Independent Shareholders at the Court Meeting at the passing of the special resolution to be proposed at the separate Astaire General Meeting. The Court Meeting is being held at the direction of the Court to seek the approval of Independent Astaire Shareholders for the Scheme. The Astaire General Meeting is being convened to pass a special resolution to facilitate the implementation of the Scheme and to amend the articles of association of Astaire as described below. If the Scheme becomes effective, it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting of the General Meeting. At the Court Meeting voting will be by poll and each Independent Astaire Shareholder present in person or by proxy will be entitled to one vote for each Share held. The approval required at the Court Meeting is a simple majority in number representing 75 per cent. in value of the Scheme Shares held by those Independent Astaire Shareholders present and voting in person or by proxy. It is intended that the Astaire General Meeting will convened as soon as the Court Meeting is concluded or adjourned to consider and, if thought fit, pass a special resolution (which requires a vote in favour of not less than 75 per cent. of the votes cast in person or by proxy), inter alia, to: (i) approve the Scheme and certain related matters; (ii) approve the cancellation of the Scheme Shares and subsequent issue of New Evolve Shares or payment of cash to the holders of Scheme Shares in accordance with the Scheme. The Scheme will contain a provision for Astaire and Evolve jointly to consent on behalf of all persons concerned to any modification of, or addition to, the Scheme or to any condition approved or imposed by the Court. The Court would be unlikely to approve or impose any modification of, or addition or condition to, the Scheme which might be material to the interests of the Scheme Shareholders unless Scheme Shareholders were informed of such modification, addition or condition. It would be a matter for the Court to decide, in its discretion, whether or not a further meeting of Independent Astaire Shareholders should be held in those circumstances. The Scheme Document will include full details of the Scheme, together with notices of the Scheme Meeting and the Astaire General Meeting and the expected timetable, and will specify the action to be taken by Independent Astaire Shareholders Astaire and Evolve have entered into an implementation agreement which governs their relationship until the Scheme becomes effective, lapses or is withdrawn and in that agreement the parties have agreed to co-operate to implement the Scheme. As Evolve is a related party of Astaire (as defined in the AIM Rules), Fairfax, as Nominated Adviser to Astaire, has been consulted about the implementation agreement and the terms of the Scheme. Fairfax considers the terms of the Scheme and the implementation agreement to be fair and reasonable insofar as Scheme Shareholders are concerned. 9. Conflicts of interest and recommendation In view of the Astaire Directors' close association with Evolve, they are not deemed to be sufficiently independent to give a recommendation to Scheme Shareholders. Accordingly Fairfax, which is acting as financial adviser to Astaire, has agreed to consider whether the Scheme is in the best interests of Scheme Shareholders. Fairfax considers that the Scheme is in the best interests of Scheme Shareholders and recommends that they vote in favour of the Scheme at the Court Meeting and Astaire General Meeting. Fairfax makes no recommendation as to whether Scheme Shareholders should elect to receive the Cash Consideration or the Share Consideration under the Scheme. The Independent Evolve Directors, who have been so advised by Allenby Capital, consider the terms of the Scheme to be fair and reasonable as far as Evolve Shareholders are concerned and in the best interests of Evolve shareholders as a whole. In giving their advice, Allenby has taken into account the commercial assessments of the Independent Evolve Directors. Mr David Snow, who is a Director of both Evolve and of Astaire, took no part in either board's consideration of the Scheme. 10. Financing the Cash Consideration and cash confirmation The Cash Consideration of 2p per Scheme Share amounts to a maximum cash payment of GBP1,904,838, if all Scheme Shareholders elect to receive cash. This will, if the Scheme becomes effective, be paid out of Astaire's cash balances which amount to approximately 2p per Astaire Share. Fairfax is satisfied that Astaire has available the necessary resources to satisfy the cash payable if all Scheme Shareholders elect to receive the Cash Consideration. 11. Number of Astaire Shares and Evolve Shares in issue Evolve has 283,356,099 ordinary shares of 0.1p each in issue with ISIN Number GB00B29WXB29. Astaire has 205,309,518 ordinary shares of 0.1p each in issue with ISIN Number GB0031792194. Neither Evolve nor Astaire holds any of its own shares in treasury. 12. Shareholdings of persons deemed to be acting in concert with Evolve The shareholdings of Evolve Directors in both Evolve and Astaire have been disclosed in accordance with Rule 8 of the Takeover Code on 27 July 2011 and have not changed since that time. In addition to the Evolve Directors, the persons deemed to be acting in concert with Evolve, their holdings in Evolve and percentage of Evolve's issued share capital are: Evolve Shares % ----------------- -------------- ------- Kimono (1) 16,878,560 5.96% ----------------- -------------- ------- Thomas Vaughan 14,349,498 5.06% ----------------- -------------- ------- Edward Vandyk 6,948,500 2.45% ----------------- -------------- ------- Anouskha Vandyk 176,527 0.06% ----------------- -------------- ------- Thomas Vandyk 199,304 0.07% ----------------- -------------- ------- William Vandyk 612,342 0.22% ----------------- -------------- ------- Susan Vandyk 5,207,951 1.84% ----------------- -------------- ------- Total 44,372,682 15.66% ----------------- -------------- ------- (1) The adult children of Oliver Vaughan (Jamie Vaughan, Jeremy Vaughan and Tara Vaughan) are the sole beneficial owners in equal proportion of the Evolve Shares held by Kimono. In addition to the Evolve Directors,the persons deemed to be acting in concert with Evolve, their holdings in Astaire and percentage of Astaire's issued share capital are: Astaire Shares % ----------------- ----------- ------- Kimono (1) 6,000,000 2.92% ----------------- ----------- ------- Edward Vandyk 6,150,000 2.99% ----------------- ----------- ------- Susan Vandyk 6,150,000 2.99% ----------------- ----------- ------- Thomas Vandyk 1,000,000 0.49% ----------------- ----------- ------- William Vandyk 675,000 0.33% ----------------- ----------- ------- Anouskha Vandyk 675,000 0.33% ----------------- ----------- ------- Total 20,650,000 10.06% ----------------- ----------- ------- (1) The adult children of Oliver Vaughan (Jamie Vaughan, Jeremy Vaughan and Tara Vaughan) are the sole beneficial owners in equal proportion of the Astaire Shares held by Kimono. 13. Cancellation of admission to trading of Astaire and re-registration The last day of dealings in, and registration of transfers of, Astaire Shares, will be the Business Day immediately prior to the Court Hearing, following which Astaire will seek a suspension of dealings in Astaire Shares from AIM. No transfers of Astaire Shares will be registered after that date. It is anticipated that an application will be made to the London Stock Exchange to cancel trading in Astaire's Shares on AIM, to take effect on the Effective Date. On the Effective Date, share certificates in respect of Scheme Shares held in certificated form which are to be cancelled will cease to be valid documents of title and should be destroyed or, at the request of Astaire, delivered up to Astaire, or to any person appointed by Astaire to receive the same. On the Effective Date, entitlements to Scheme Shares held within CREST will be cancelled. 14 Overseas Shareholders This announcement has been prepared for the purposes of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the UK. It is the responsibility of any person into whose possession this announcement comes to satisfy themselves as to the full observance of the laws of the relevant jurisdiction in connection with the Scheme and all matters related to it including the obtaining of any governmental, exchange control or other consents which may be required and/or compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes or levies due in such jurisdiction. This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for shares in any jurisdiction in which such offer or solicitation is unlawful. In particular, the Scheme or the Scheme Document or the offer of new Evolve Shares being made under it is not being made, directly or indirectly, in, into or from or by the use of the mails of or any means or instrumentality (including, without limitation, by means of facsimile transmission, telex, telephone, internet or other forms of electronic communication) of interstate or foreign commerce of, or by any facility of a national, state or other securities exchange of, any Restricted Jurisdiction, or in any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction and the Scheme, when made, will not be capable of acceptance by any such use, means, instrumentality or facility from or within any Restricted Jurisdiction where to do so would constitute a breach of any relevant securities laws of that Restricted Jurisdiction. Accordingly, copies of this Announcement are not being, and must not be, mailed or otherwise distributed or sent in or into or from any Restricted Jurisdiction or any such other jurisdiction. Doing so may render invalid any purported acceptance of the Scheme. Evolve will retain the right to permit the Scheme to be accepted and any sale of any securities pursuant to the Scheme to be completed if, in its sole discretion, it is satisfied that the transaction in question can be undertaken in compliance with applicable law and regulation. Overseas Shareholders should consult their own legal and tax advisers with respect to the legal and tax consequences of the Scheme. 15. General The Scheme Document, containing the full terms of the Scheme, will be posted to Astaire Shareholders as soon as possible, but in any event, within 28 days of today's date. The conditions to the Scheme are set out in Appendix I to this Announcement and, together with certain further terms of the Scheme, will also be set out in full in the Scheme Document and in the Forms of Proxy. In deciding whether to accept the Scheme, Astaire Shareholders should rely on the information contained in, and follow the procedures described in, the Scheme Document and, if applicable, the Form of Proxy. The availability of the Scheme to Astaire Shareholders not resident in or citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are citizens or in which they are resident. Such persons should inform themselves about and observe any applicable legal or regulatory requirements of any such relevant jurisdiction. This Announcement does not constitute, or form part of, an offer or an invitation to purchase or subscribe for any securities. The Scheme will be made solely by way of the Scheme Document, and, where appropriate, the related Forms of Proxy which together will contain the full terms and conditions of the Scheme, including details of how to vote on the Scheme. Astaire Shareholders who vote for the Scheme may only rely on the Scheme Document and, where appropriate, the related Forms of Proxy for all the terms and the condition of the Scheme. In deciding whether or not to vote for the Scheme in relation to their Scheme Shares, Astaire Shareholders should rely only on the information contained, and procedures described, in the Scheme Document, the accompanying and, where appropriate, the related Forms of Proxy. Astaire Shareholders are strongly advised to read the Scheme Document being posted to them shortly, or in any event within 28 days of this Announcement, which contains important information with respect to the Scheme. Fairfax, which is authorised and regulated in the United Kingdom by the Financial Services Authority, has authorised this Announcement for the purposes of section 21 of FSMA. The principal place of business of Fairfax I.S. PLC is 46 Berkeley Square, London W1J 5AT. Fairfax is acting exclusively for Astaire and no one else in connection with the Scheme and will not be responsible to anyone other than Astaire for providing the protections afforded to customers of Fairfax or for providing advice in relation to the Scheme or any other matter referred to herein. Allenby Capital, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Evolve and no one else in connection with the Scheme and will not be responsible to anyone other than Evolve for providing the protections afforded to customers of Allenby or for providing advice in relation to the Scheme or any other matter referred to herein. The principal place of business of Allenby Capital is Claridge House, 32 Davies Street, London W1K 4ND. Fairfax, which is acting in concert with Astaire holds no Astaire Shares and no Evolve Shares. Allenby Capital, which is acting in concert with Evolve holds no Astaire Shares and no Evolve Shares. An employee of Allenby holds 21,664 Astaire Shares. Fairfax and Allenby Capital have given their respective written consents to the release of this Announcement containing references to their names in the form and context in which they appear. The directors of Astaire accept responsibility for the information contained in this document, save for the information for which the Evolve Directors accept responsibility in accordance with the following paragraph. Save as aforesaid, to the best of the knowledge and belief of the directors of Astaire (who have taken all reasonable care to ensure that such is the case) the information contained in this document for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information. The Evolve Directors, accept responsibility for the information contained in this document relating to Evolve, themselves and their immediate families, related trusts and connected persons. To the best of the knowledge and belief of the Evolve Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this document for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information. This Announcement contains certain forward-looking statements with respect to (amongst other things) the financial condition, results of operations and business of the Astaire and certain plans and objectives of the Evolve Board. These forward-looking statements, without limitation, can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "Astaire", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words of similar meaning. These statements are based on assumptions and assessments made by the Evolve Directors in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, and the factors described in the context of such forward-looking statements in this Announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements, which are not guarantees of future performance. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Announcement. Astaire and Evolve assume no obligation to update or correct the information contained in this Announcement, whether as a result of new information, future events or otherwise, except to the extent legally required. The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and service of this Announcement shall not give rise to any implication that there has been no change in the facts set out in this Announcement since such date. Nothing contained in this Announcement shall be deemed to be a forecast, projection or estimate of the future financial performance of Astaire except where expressly stated. The attention of Evolve Shareholders and Astaire Shareholders is drawn to the fact that under the Code there are certain UK dealing disclosure requirements in respect of relevant securities during an offer period. An Offer Period was deemed to have commenced at 10.41 a.m. on 13 July 2011 when a possible scheme was announced by Evolve and Astaire. 16. Disclosure requirements of the Takeover Code (the "Code") Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10(th) business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure. Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3. Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel Evolve is a paper offeror for the purposes of the above disclosure requirements. This Announcement does not constitute, or form part of, an offer or invitation to purchase any securities. APPENDIX I Conditions of the Scheme The Scheme is subject to the following conditions: (i) the passing of resolutions at the Astaire General Meeting and the Court Meeting and the Scheme otherwise becoming effective in accordance with its terms; (ii) the sanction of the Court to the Company paying or otherwise discharging the liability of Evolve for the Cash Alternative payable pursuant to the Scheme notwithstanding that the same might constitute financial assistance within the meaning of Chapter 2 of Part 18 of the Companies Act 2006; (iii) application having been made for the New Evolve Shares to be admitted to trading on AIM; (iv) since 6 September 2011 (being the date upon which the Scheme was announced), save in relation to the Scheme and the cancellation of Share Premium Account, Astaire not having: (a) issued or agreed to issue or authorised or proposed the issue of additional shares of any class or issued or authorised or proposed the issue of or granted securities convertible into or rights, warrants or options to subscribe for or acquire such shares or convertible securities or redeemed, purchased or reduced or announced any intention to do so or made any other change to any part of its share capital; (b) recommended, declared, paid or made or proposed to recommend, declare, pay or make any dividend, bonus or other distribution; (c) authorised or proposed or announced any change in its share or loan capital; (d) issued or authorised or proposed the issue of any debentures or (other than by operation of any rate of interest applying to such indebtedness or liability) incurred or increased any indebtedness or liability (actual or contingent) which in any case is material in the context of Astaire; (e) disposed of or transferred, mortgaged or encumbered any asset or any right, title or interest in any asset or entered into or varied any contract, commitment or arrangement (whether in respect of capital expenditure or otherwise) which is of a long term or unusual nature or which involves or could involve an obligation of a nature or magnitude which is material or is otherwise than in the ordinary course of business or could reasonably be regarded as restricting the business of Astaire or Evolve or authorised, proposed or announced any intention to do so; (f) entered into, or varied the terms of, any contract or agreement with any of the directors of Astaire; (g) taken or proposed any corporate action or had any legal proceedings started or threatened against it for its winding-up, dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of all or any of its assets and revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction which in any case is material in the context of Astaire; (h) waived or compromised any claim other than in the ordinary course of business which is material in the context of Astaire; (i) made any amendment to its articles of association or other incorporation documents; (j) been unable or admitted that it is unable to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business; (k) entered into any contract, commitment or agreement or passed any resolutions with respect to any of the transactions, matters or events referred to in this condition (iii); (v) since 6 September 2011 (being the date upon which the Scheme was announced), save in relation to the Scheme, Evolve not having: (a) issued or agreed to issue or authorised or proposed the issue of additional shares of any class or issued or authorised or proposed the issue of or granted securities convertible into or rights, warrants or options to subscribe for or acquire such shares or convertible securities or redeemed, purchased or reduced or announced any intention to do so or made any other change to any part of its share capital; (b) recommended, declared, paid or made or proposed to recommend, declare, pay or make any dividend, bonus or other distribution; (c) authorised or proposed or announced any change in its share or loan capital; (d) issued or authorised or proposed the issue of any debentures or (other than by operation of any rate of interest applying to such indebtedness or liability) incurred or increased any indebtedness or liability (actual or contingent) which in any case is material in the context of Astaire; (e) disposed of or transferred, mortgaged or encumbered any asset or any right, title or interest in any asset or entered into or varied any contract, commitment or arrangement (whether in respect of capital expenditure or otherwise) which is of a long term or unusual nature or which involves or could involve an obligation of a nature or magnitude which is material or is otherwise than in the ordinary course of business or could reasonably be regarded as restricting the business of Astaire or Evolve or authorised, proposed or announced any intention to do so; (f) entered into, or varied the terms of, any contract or agreement with any of the directors of Evolve; (g) taken or proposed any corporate action or had any legal proceedings started or threatened against it for its winding-up, dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of all or any of its assets and revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction which in any case is material in the context of Evolve; (h) waived or compromised any claim other than in the ordinary course of business which is material in the context of Evolve; (i) made any amendment to its memorandum or articles of association or other incorporation documents; (j) been unable or admitted that it is unable to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business; (k) entered into any contract, commitment or agreement or passed any resolutions with respect to any of the transactions, matters or events referred to in this condition (v); (vi) since 31 December 2010 (being the date to which the last annual results of Astaire were made up) and save as announced publicly and in each case delivered to a Regulatory Information Service or otherwise fairly disclosed in writing to Evolve by or on behalf of Astaire prior to 5 September 2011: (a) no litigation, arbitration, prosecution or other legal proceedings having been instituted, announced or threatened or become pending or remained outstanding by or against Astaire or to which Astaire is or may become a party (whether as plaintiff, defendant or otherwise) which in any case is material in the context of Astaire; (b) no contingent or other liability of Astaire having arisen or become apparent or increased which in any case is material in the context of Astaire; (c) no adverse change or deterioration having occurred in the business, assets, financial position, profits or prospects of Astaire which in any case is material in the context of Astaire; and (d) no investigation by any Relevant Authority having been threatened, announced, implemented or instituted or remaining outstanding which in any case is material in the context of Astaire; (vii) since 31 December 2010 (being the date to which the last annual results of Evolve were made up) and save as announced publicly and in each case delivered to a Regulatory Information Service or otherwise fairly disclosed in writing to Astaire by or on behalf of Evolve prior to 5 September 2011: (a) no litigation, arbitration, prosecution or other legal proceedings having been instituted, announced or threatened or become pending or remained outstanding by or against Astaire or to which Astaire is or may become a party (whether as plaintiff, defendant or otherwise) which in any case is material in the context of Astaire; (b) no contingent or other liability of Astaire having arisen or become apparent or increased which in any case is material in the context of Astaire; (c) no adverse change or deterioration having occurred in the business, assets, financial position, profits or prospects of Astaire which in any case is material in the context of Astaire; and (d) no investigation by any Relevant Authority having been threatened, announced, implemented or instituted or remaining outstanding which in any case is material in the context of Astaire; Evolve reserves the right to waive all or any of conditions (iv) and (vi) above, in whole or in part. Astaire reserves the right to waive all or any of conditions (v) and (vii) above, in whole or in part. Conditions (i) to (vii) above must be fulfilled by 30 November 2011 failing which the Scheme will lapse. Evolve shall be under no obligation to waive or treat as satisfied any of conditions (iv) and (vi) by a date earlier than the latest date specified above for the satisfaction thereof notwithstanding that the other conditions of the Scheme may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such conditions may not be capable of fulfilment. Astaire shall be under no obligation to waive or treat as satisfied any of conditions (v) and (vii) by a date earlier than the latest date specified above for the satisfaction thereof notwithstanding that the other conditions of the Scheme may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such conditions may not be capable of fulfilment. If conditions (i) and (ii) are satisfied but any of the other conditions above are not either satisfied or waived, the Scheme will become effective as if all Scheme Shareholders elected to receive Cash Consideration. Appendix II Bases and sources and documents available on websites Bases and sources In this Announcement, unless otherwise stated or the context otherwise requires, the following bases and sources have been used: The prices of Astaire Shares on a particular date are derived from the Closing Price for that date. Information available on websites Certain information published or otherwise made available by Evolve in connection with the recommended Scheme is available at: www.evolvecapital.co As at the time of the release of this document the information available on Evolve's website comprises: (i) Holding announcement dated 13 July 2011 (ii) Disclosure of shareholdings under Rule 8.1(a) dated 27 July 2011 Information published or otherwise made available by Astaire in connection with the Scheme is available at: www.astairegroup.co. (i) Holding announcement dated 13 July 2011 (ii) Disclosure of shareholdings under Rule 8.1(a) dated 26 July 2011 (iii) this announcement; and (iv) Implementation agreement relating to the Scheme between Astaire and Evolve APPENDIX III Definitions The following definitions apply throughout this document, unless the context requires otherwise: "Act" the Companies Act 2006, as amended from time to time "Allenby Capital" Allenby Capital Limited, nominated adviser and broker to Evolve "Astaire" Astaire Group PLC "Astaire Share" the existing unconditionally allotted or issued and fully paid (or credited as fully paid) ordinary shares of 0.1p each in the capital of Astaire but excluding any such shares held or which become held in treasury "Astaire Shareholders" the holders of Astaire Shares "Astaire Directors" the directors of Astaire as at the date or "Astaire Board" of this document "Astaire General Meeting" the general meeting to be convened by Astaire in relation to the Scheme "Capital Reduction" the reduction of capital by Astaire pursuant to the Scheme "Cash Consideration" the right of Scheme Shareholders to elect to receive a consideration pursuant to the Scheme equal to 2 pence per Scheme Share "City Code" or "Takeover the City Code on Takeovers and Mergers Code" (as amended or interpreted from time to time by the Panel) "Closing Price" the closing middle market quotation of a share on the relevant date as derived from the AIM Appendix to the Daily Official List "Court" the High Court of Justice in England and Wales "Court Meeting" the meeting of Scheme Shareholders convened by the Court to vote on the Scheme "Daily Official List" the daily official list of the London Stock Exchange "Enlarged Group" Evolve and its subsidiaries following the Scheme becoming effective "Enlarged Share Capital" the entire issued share capital of Evolve following the issue of the New Evolve Shares "Evolve" Evolve Capital PLC "Evolve Directors"or the Directors of Evolve as at the date "Evolve Board" of this announcement "Evolve Shareholders" the holders of Evolve Shares "Evolve Shares" the ordinary shares of 0.1p each in the capital of Evolve "New Evolve Shares" the Evolve Shares to be allotted and issued pursuant to the Scheme "Existing Evolve Shares" the 283,356,099 Evolve Shares in issue at the date of this document "Fairfax" Fairfax I.S. PLC, financial adviser and Nominated Adviser to Astaire "Forms of Proxy" the forms of proxy for use by Independent Astaire Shareholders in connection with the Meetings "FSA" the Financial Services Authority "FSMA" the Financial Services and Markets Act 2000 "Independent Astaire the holders of Existing Astaire Shares Shareholders" other than Evolve "Independent Directors Michael Jackson and Oliver Vaughan of Evolve" "Kimono" Kimono Investment Holdings Limited, a company incorporated in the British Virgin Islands and a shareholder of Evolve and of Astaire "London Stock Exchange" London Stock Exchange PLC "Scheme" the scheme of arrangement of Astaire pursuant to Part 26 of the Act subject to the conditions to be set out in the Scheme Document and any election available in connection with it "Scheme Court Hearing" the court hearing to approve the Scheme "Scheme Document" the document to be sent to Astaire Shareholders containing the Scheme "Scheme Share" an Astaire Share which is not beneficially owned by Evolve "Panel" or "Takeover the Panel on Takeovers and Mergers Panel" "Resolution" the ordinary resolution to be proposed at the General Meeting relating to the Scheme "Restricted Jurisdiction" the United States, Canada, Australia, the Republic of South Africa or Japan "United States" the United States of America, its territories and possessions, any states of the United States and the District of Columbia and all other areas subject to its jurisdiction of the United States of America This information is provided by RNS The company news service from the London Stock Exchange END |
Posted at 28/6/2011 11:46 by tomboyb Astaire considers its future after another loss28 June 2011 | 11:27am StockMarketWire.com - The loss after tax at Astaire Group for the year ended December 31 2010 from all operations was £7.7m., compared with a loss of £7.3m. in 2009. The loss after tax from continuing operations increased from £0.45m. in 2009 to £2.9m. in 2010. Following the sale or commitment to sell all of the operating businesses and subsequent reclassification of the income and related expenses as "discontinued operations" the Board has concluded that the use of underlying result before tax as the comparative measure and indicator of performance is no longer appropriate and has therefore ceased to use it. On this basis there is no analysis of trading performance other than the result before tax. The company accepts that this was a very poor year for Asaitre. As a result loss of confidence by clients and staff in the operating businesses, the Board concluded that it had to end the previous strategy of pursuing consolidation in the financial services industry and, instead, focus on disposing of the operational businesses of the Group. The company has now disposed of Astaire Securities, Downgate Capital Stockbrokers and Rowan Dartington. This means that Astaire Group no longer has any operating businesses and only has one employee, Chris Roberts, the finance director. Following the disposal of Rowan Dartington, the Group is now defined as an investment company under the AIM Rules for Companies. Its policy is to seek to return any available excess cash to shareholders, including any deferred consideration under the terms of the disposal of Rowan Dartington. As announced last week, the Board was recently informed that Evolve, the Company's majority shareholder, may hold the view that Astaire should become a more active investing company and that it may wish to appoint individuals to the Board to implement such a strategy. It says that were such a strategy to be implemented it would mean that rather than seeking approval for returning any excess cash to shareholders, as previously proposed, the company would instead be seeking to invest the cash that it currently holds, and any amounts realised from its present investments, into as yet unspecified investment opportunities with a view to increasing the value of the company's assets for the ultimate benefit of all of its shareholders. At 11:27am: (LON:ASTR) share price was -0.02p at 0.31p |
Posted at 26/6/2011 20:07 by tomboyb Unless someone else has calc's different - current share price = 0.325P PER SHARECurrent share price would be roughly equivalent to 1/6th the CASH levels that can be achieved! And they want to delist after the litigation! |
Posted at 25/6/2011 18:40 by topinfo tomboyb-Ref Fridays RNS`s this was a reply I put to someone on CR thread who mentioned ASTR. Mak. You are correct to a degree I must say having read them again and again and again. However I dont ever buy something that is de-listing coz its calling in the administrators or they say like DAVENHAM (DAV) did there is no value at all for shareholders. Clearly you have Evolve here and Astaire both wanting the best way forward to maximise shareholder value, and preserve what is left after years of the stock market value declining. Although it is quite clear that shareholders holding these from a long way up are not realistically going to recover their money in full (when you look at where the share price has fallen from that is obvious), but buying at this level which is 1/6th of the value of just the cash alone, without any other assets being sold then I reckon there is some fairly big profits to be had out of ASTR group, one way or another. Like you say AIM doesnt give you much confidence anyway, and Im sure this story will keeping unfolding week by week, starting with Monday which is results day and the AGM to discuss such matters. The key here is they do actually seem to be bothered about retaining value for shareholders from what is left and yes, unfortunately old investors will lose out ultimately but at this level its pretty safe to say that there is value and hopefully some handsome profits too, given cash is 2p pre share excluding other assets that will be sold eventually and share price is 0.35p. |
Posted at 24/6/2011 15:04 by tomboyb staire Group PlcCancellation of AIM admission and litigation updat RNS Number : 1067J Astaire Group Plc 24 June 2011 Astaire Group plc Settlement of litigation Proposed cancellation of admission of Astaire Shares to AIM Evolve Capital PLC's intentions for Astaire Group PLC 24 June 2011 Astaire Group plc ("Astaire" or the "Company") announces that its wholly owned subsidiary, Corporate Synergy Holdings Limited ("CSH") has today reached a settlement with Izodia PLC in relation to litigation brought by Izodia plc against both it and Edward Vandyk, a former chief executive of both Astaire and CSH. Astaire also announces that a general meeting (the "General Meeting") will be convened to consider the cancellation of the admission of ordinary shares of 0.1p each in Astaire ("Shares") to trading on AIM. This announcement also contains important information about the Board's implementation of Astaire's investing policy and Evolve Capital PLC's possible intentions for Astaire. Evolve Capital PLC ("Evolve") is Astaire's controlling shareholder (holding approximately 53.61% of Astaire's issued share capital). Astaire intends to release its results for the year ended 31 December 2010 on 28 June 2011. Settlement of litigation A claim was made by Izodia PLC in May 2010 against two subsidiaries of Astaire (Corporate Synergy Holdings Limited and Astaire Securities PLC) and Edward Vandyk. This claim was for approximately £3.9 million (plus interest) and has been strongly resisted since that time. In October 2010 Izodia agreed to drop any claims against Astaire Securities PLC in exchange for a payment of £37,000, which facilitated the sale of Astaire Securities PLC. Today Izodia PLC has agreed to drop all claims against CSH and Mr Vandyk. Under the terms of the settlement, under which no party admitted any liability and the details of which are subject to a confidentiality clause, CSH has paid a £500,000 contribution to Izodia's legal costs. To date CSH has funded the litigation in excess of the sum of £800,000 for defence counsel's fees. CSH expects to recover a substantial proportion of these fees from insurers (but not the £500,000 contribution to Izodia's legal costs). The Board believes that this is the best available result in the circumstances, in the context of the alternative being an expensive and very protracted continuation of litigation, the outcome of which is necessarily subject to a degree of uncertainty notwithstanding the Board's belief in the strength of the defence. Cancellation of admission to trading on AIM At a meeting of the Board held yesterday, the Board resolved to notify the London Stock Exchange pursuant to Rule 41 of the AIM Rules of its intention to cancel the admission of Shares from trading on AIM ("the Cancellation"), subject to the passing of the special resolution at the General Meeting. If Shareholders approve the Cancellation, it is anticipated that the last day of dealings in the Shares will be 3 August 2011 and the effective date of cancellation will be 4 August 2011. The Shares have been admitted to trading on AIM since 30 July 2002 and in light of the completion of the sale of the Group's main operating businesses, the Board has undertaken a review of the benefits of the Shares continuing to be traded on AIM and has recognised the following key factors: · the costs and administrative burden associated with maintaining admission to AIM. The Board estimates that the annual costs of maintaining the admission are approximately £100,000; · the management time and the legal and regulatory burden associated with maintaining the Company's admission to AIM is now disproportionate to the benefit to the Company; and · the Company, like many other quoted AIM companies of its size, suffers from a lack of liquidity for its Shares and, in practical terms, a small free float and market capitalisation, which reduces trading demand. Following careful consideration, the Board believe that it is in the best interests of the Company and Shareholders to seek the Cancellation at the earliest opportunity. The Company has therefore separately notified the London Stock Exchange of its preferred date for the cancellation of the admission of the Shares to trading on AIM, being 4 August 2011. The Board is aware that the Cancellation will restrict the ability of Shareholders to realise their shareholdings, as there will be no market facility for dealing in the Shares and no price will be publicly quoted for the Shares. The Board are aware that Shareholders may still wish to acquire or dispose of Shares and accordingly have arranged with Dowgate Capital Stockbrokers Limited ("Dowgate") that Dowgate will endeavour to provide a dealing facility in Ordinary Shares on a matched bargain basis following the Cancellation. The Company will no longer be subject to the AIM Rules after the Cancellation and, accordingly, it will not be required to retain a nominated adviser or to comply with the requirements of AIM in relation to annual accounts, half-yearly reports, the disclosure of price-sensitive information and retaining a restricted investing policy. Astaire has entered into a controlling shareholder agreement with Evolve which provides that, conditional on the Cancellation taking place on or before 31 August 2011, Evolve will continue to support the presence of at least one independent director on the Astaire Board and will seek the consent of such independent director(s) for any transaction involving Astaire in which Evolve has an interest (other than as a Shareholder) for so long as Evolve continues to hold over 50 per cent. of Astaire's issued share capital Shareholders should note that following the Cancellation, the Company will remain subject to the City Code on Takeovers and Mergers (the "Takeover Code") for a period of 10 years from the effective date of cancellation of the admission of the Shares to trading on AIM (expected to be 4 August 2011). Accordingly, shareholders will continue to receive the protections afforded by the Takeover Code in the event that an offer is made to shareholders to acquire their Shares. Investing policy Following the Cancellation, the Board intends to continue implement the investing policy set out in the circular dated 11 February 2011. This is to continue to hold its present investments until they can be realised, acquiring additional investments (apart from liquid securities of predominantly debt instruments, such as gilts) only when contractually required to do so or in order to obtain value for any warrants and options which are "in the money" (i.e. capable of being exercised to buy securities at prices which give Astaire a profit on disposal). The process of realisation is expected to continue for some time, due to limited liquidity in the underlying investments. As stated in the circular of 11 February 2011, the Board do not propose to run an accelerated or "fire sale" disposal programme as this is not believed to be in the best interests of all Shareholders. Evolve's intentions for Astaire The Board of Astaire stated in the circular dated 11 February 2011 that it would consider steps to return cash to shareholders (which would involve some form of capital restructuring requiring the approval of Evolve, which holds approximately 54% of Astaire's issued share capital). The Board of Astaire has recently been informed that Evolve may hold the view that Astaire should become a more active investing company and that Evolve may wish to appoint individuals to the Board of Astaire to implement such a strategy. Were such a strategy to be implemented it would mean that rather than seeking shareholder approval for returning any excess cash to shareholders, as previously proposed, the Company would instead be seeking to invest the cash that it currently holds, and any amounts realised from its present investments, into as yet unspecified investment opportunities with a view to increasing the value of the Company's assets for the ultimate benefit of all of its Shareholders. Evolve is expected to make an announcement on this matter today, following which the Astaire board will consider Evolve's position with its advisers. Enquiries: Astaire Group Plc Tel: 020 7492 4757 Chris Roberts, Finance Director Fairfax I.S. PLC Nominated Adviser/Broker |
Posted at 10/2/2011 09:49 by warpedone 10 Feb 2011 08:59 GMT DJ Astaire Group Plc Disposal of Rowan Dartington and Investing Policy RNS Number : 0074B Astaire Group Plc 10 February 2011 Astaire Group PLC Recommended sale of Rowan Dartington and proposed investing policy For immediate release 10 February 2011 The Board of Astaire Group PLC ("Astaire") announces that a conditional contract has been signed for the sale of Rowan Dartington & Co. Limited to a new company formed by a consortium of private investors led by Graham Coxell. 1. Introduction On 15 July 2010 the Astaire Group Board announced that discussions were in progress which may lead to the sale of the Group's main operating businesses. Since that time Astaire Securities, a stockbroking and corporate finance advisory business has been sold and a conditional contract for the sale of Dowgate Capital Stockbrokers Limited has been signed. Under the AIM Rules, the disposal of a business which represents over 75% of an AIM quoted company's gross assets, pre tax profit, turnover, capitalisation or gross capital is treated as a fundamental change in that company's business and must be conditional on its shareholders' approval. The proposed sale of Rowan Dartington represents such a fundamental change in the business of both the Astaire Group and of its 53% holding company, Evolve Capital PLC. Accordingly general meetings of the Astaire Group and Evolve will be convened to approve it. The Board have concluded that it would be premature for the Company to seek to delist its Shares from trading on AIM at this stage but rather that Shareholders should have the opportunity to see the completion of the sale of Dowgate Capital Stockbrokers and the sale of Rowan Dartington and seek a liquidity event for themselves at that stage if they so wish. The Board will keep any future potential delisting of the Astaire Group under review going forward. Following completion of the proposed Sale, Astaire Group will become an "investing company" as defined in the AIM Rules as a result of the disposal of substantially all of its trading businesses. A resolution will be proposed at the General Meeting to approve the Astaire Group Investing Policy. This announcement describes the recent sales of Astaire Securities and Dowgate Capital Stockbrokers and sets out the background to the Sale and the reasons why the Directors unanimously recommend that Shareholders vote in favour of the Sale and the Investing Policy at the General Meeting. 2. Background The Astaire Group Board announced on 15 July 2010 that it had completed a strategic review of its businesses and concluded the following: (i) that the operating businesses have good potential given the right corporate environment; and (ii) that there is a considerable momentum to make a clean break from the current corporate structure. The Sale follows a period of considerable activity exploring alternative proposals for the Astaire Group as a whole and for its constituent parts. Negotiations which were intended to result in the Astaire Group as a whole having a new direction and a new controlling shareholder failed to reach a mutually satisfactory conclusion for several reasons, including difficulties in ring-fencing Astaire Securities from a contingent litigation liability to Izodia PLC at that time. As these difficulties emerged, the Board resolved to follow up approaches from potential purchasers of the constituent parts of the Group and established a process for the submission of offers, the selection of preferred bidders and, eventually, reaching agreement for the sale of both Astaire Securities and Rowan Dartington, as well as agreeing a transaction for DCS. 3. Sale of Astaire Securities The strategy adopted by Evolve following its acquisition of Astaire Group (then called Blue Oar PLC) during the winter of 2008-9 did not prove successful against the background of continuing difficult market conditions. Litigation by Izodia PLC against CS Holdings, an intermediate holding company within the Group which held 99.9% of the issued share capital of Astaire Securities created an atmosphere of uncertainty at Astaire Securities, causing damage in terms of staff morale and client relationships. As this business is dependent on its staff and clients, a decision was made to sell it so that it could enjoy better prospects as part of a purchaser's more stable group and to enable the Astaire Group to realise some value for it. After considering several proposals, contracts were exchanged for the sale of Astaire Securities to Sandfire Capital Inc. on 15 October 2010 and the sale was completed on 22 October 2010. When the sale was announced on 15 October 2010, Astaire Securities acted as Nominated Adviser and / or broker to over 40 companies, most of which were quoted on AIM. Its turnover, losses and assets as at the dates shown were:- Year ended Year ended 6 months ended 31 Dec 2008 31 Dec 2009 30 June 2010 (audited) (audited) (unaudited) GBP'000 GBP'000 GBP'000 -------------------- Turnover 6,318 5,259 2,897 -------------------- Pre tax loss 2,914 1,934 635 -------------------- Net assets at period end 4,565 2,938 2,446 -------------------- The pre-tax loss for the first half of 2010 is shown after accounting for exceptional costs of GBP250,000 for restructuring and redundancies. The consideration due from the Sandfire Capital Inc. was GBP2.45 million comprising GBP2 million cash which was received on completion and GBP450 000 to be placed in an escrow account in relation to Astaire Securities' continuing eligibility for Nominated Adviser status and against any warranty claims or shortfall in the proceeds of the sale of certain assets below their book value. In addition to containing warranties in favour of the purchaser, as is normal for this type of contract, the sale and purchase agreement, which was signed on 15 October 2010, contains a tax indemnity. CS Holdings' exposure under the tax indemnity is intended to be mitigated by the transfer of tax losses within the Astaire Group. It was announced today that Astaire Securities, which has changed its name to Northland Capital Partners Limited, has been approved by London Stock Exchange as a continuing Nominated Adviser following its change of ownership, thereby satisfying conditions for the release of the GBP350,000 out of the escrow escrow account to Astaire. The effect of the sale of Astaire Securities was to reduce the Astaire Group's trading losses. While the receipt of the cash proceeds strengthened the Astaire Group consolidated balance sheet, the net cash proceeds will be retained by CS Holdings as explained below. Astaire will record a loss on disposal in the range GBP0.8 million to GBP1.4 million, the exact amount of which will depend on the amounts released to Astaire from the escrow accounts. The sale proceeds (net of transaction related costs) are held by CS Holdings pending the outcome of the litigation, which is being vigorously defended. Transaction related costs include a liability in respect of a staff retention plan amounting to between GBP182,172 and GBP269,987 (depending on the amounts eventually released to CSH from escrow), legal and financial advisor fees. Astaire Securities was named as a defendant in the claim by Izodia PLC, but in order to effect the sale Astaire Securities agreed, on a without prejudice basis, to a payment of GBP37,000 in full and final settlement of any claim against Astaire Securities and with no admission of fault or liability on the its part and without discharging Izodia's claim against CS Holdings. 4. Sale of Dowgate Capital Dowgate Capital Stockbrokers Limited was acquired as part of the Dowgate Capital PLC group in July 2009. Its business activity is the provision of private client stockbroking services. The conditional sale of Dowgate Capital Stockbrokers Limited ("Dowgate") to 3B Capital Limited ("3B Capital") was agreed and announced on 24 December 2010. The contract provides for the sale of the whole of the issued share capital of Dowgate to 3B Capital for GBP900,000 of which GBP675,000 is payable in cash at completion and the balance of GBP225,000 is due no later than 30 June 2012 subject to any claims against the warranties and indemnities provided by Astaire. 3B Capital is a new company formed by Beavis Morgan LLP and employees of Dowgate, including two directors, Neil Badger and Clive Mattock, who have together subscribed GBP82,502 (which will represent 25 per cent. of 3B's issued share capital following completion). Neil Badger and Clive Mattock will join the board of 3B Capital. In view of these directors' participation in 3B Capital, the sale of Dowgate is categorised as a transaction with a related party in accordance with the AIM Rules. The Directors of Astaire, none of whom has any interest in the sale of Dowgate, consulted Fairfax I.S. PLC (Nominated Adviser to Astaire Group PLC) and announced when the sale of Dowgate was announced that they consider the terms of the transaction to be fair and reasonable insofar as Astaire Shareholders are concerned. Dowgate has 13 staff including investment consultants providing private client investment advice and stockbroking services from its offices in Crawley. Its turnover for the year ended 31 December 2009 was GBP2.36 million and its loss before tax for that period was GBP0.33 million. The consideration represents a small discount to Dowgate's unaudited net assets as at 30 November 2010 which amounted to approximately GBP941,000 after adjusting for a pre-disposal dividend. The sale and purchase contract contains certain warranties and indemnities which expire on various dates between 31 December 2011 and 30 June 2012. Any claims under the warranties and indemnities may only be made against the GBP225 000 deferred consideration referred to above, which will be held in an escrow account. The contract is conditional on an application being made and the FSA granting consent for 3B Capital and Beavis Morgan LLP to control Dowgate a Regulated Firm. Such consent has recently been received and completion is expected to take place early next week. The effect of the disposal on Astaire was to increase its cash balances and leave the Astaire Group with only one remaining operating division - Rowan Dartington, The proceeds of the sale of Dowgate will be retained to cover any potential liabilities in DCL and any regulatory capital requirements which may arise at Rowan Dartington pending its disposal. 5. Rowan Dartington Rowan Dartington is a private client wealth management and stockbroking business, headquartered in Bristol with 6 branch offices. It provides a wide range of services including discretionary portfolio management, execution-only share dealing, spread betting and trading in specialised instruments such as CFDs (contracts for differences). Rowan Dartington advises clients on tax efficient investing. As well as dealing directly with private clients, charities and pension funds, it has a dedicated team providing investment management services to a network of independent financial advisers for the benefit of their clients. Settlement and nominee services are handled in-house. As previously disclosed, Rowan Dartington suffered from shortcomings in a back office system, which led to substantial remediation costs and a GBP511,000 fine from the Financial Services Authority announced on 7 June 2010 and a provision of GBP1.04 million in respect of potentially irrecoverable debtor balances. Although no clients lost money as a result of this, remedial action relating to internal record keeping as well as the system failures have taken their toll on management and staff morale as well as having a financial impact. Above all, Rowan Dartington is a "relationship business" dependent on the rapport between front office staff and clients and this led to the Astaire Group Board favouring an offer with the strongest support from key revenue generating personnel as being the most likely to be capable of reaching a satisfactory conclusion and give long term value to Shareholders, even though it does not result in any initial cash consideration being received. Rowan Dartington had discretionary managed portfolios with a value of approximately GBP227 million as at 31 December 2010 and holds further securities registered in its nominee accounts on behalf of other clients. Its turnover, losses and assets as at the dates shown were:- Year ended Year ended Year ended 31 Dec 2008 31 Dec 2009 31 Dec 2010 (audited) (audited) (draft & unaudited) GBP'000 GBP'000 GBP'000 --------------- ------------- ------------- -------------------- Turnover 5,880 6,147 6,469 --------------- ------------- ------------- -------------------- Pre tax loss 1,361 2,319 1,092 --------------- ------------- ------------- -------------------- Net assets at year end 3,971 1,664 1,617 --------------- ------------- ------------- -------------------- Over the last 12 months, efforts have been made to reduce operating costs such that apart from exceptional costs including the recently notified additional FSCS levy of approximately GBP250,000. Rowan Dartington is currently operating at or around break-even level. The Astaire Group Board believes there is significant scope for improvement in Rowan Dartington's performance under its new direction and ownership following the sale. This is expected to be achieved by the appointment of a Chief Executive who is a significant shareholder in the new ownership structure of the business, a reincentivised employee pool, additional capital and the ability to recruit new account managers who bring new clients to the company. The incentive arrangements for employees comprise the investment of GBP200,000 for loan notes and up to 15% of the issued share capital of the purchaser, Rowan Dartington Holdings Limited ("RDH"). A further GBP600,000 of working capital is being put in by a consortium of private investors led by Graham Coxell. 6. Terms of the proposed Sale RDH is a new company formed to buy Rowan Dartington, will, subject to certain conditions, acquire 100 per cent. of the issued share capital of Rowan Dartington. Key terms of the proposed sale documentation are set out below: -- The consideration will comprise GBP1,000,000 in loan notes issued by RDH and shares in RDH representing 30% of its equity share capital. No cash consideration will be payable on completion; -- The remaining 70% of RDH will be owned by a consortium of private investors led by Graham Coxell and existing staff of RD who will collectively invest GBP800,000 in RDH loan notes to provide the business with working capital going forward; -- The RDH loan notes are zero coupon and are repayable on the fifth anniversary of completion or, if earlier, a sale of RDH or Rowan Dartington; -- Rowan Dartington's regulatory capital level will be tested at completion and Astaire will make a payment to RDH if it is below an agreed target level of GBP1,300,000; -- Additional consideration of up to GBP1,000,000 in cash is payable to Astaire should Rowan Dartington locate any of the irrecoverable debtor balances prior to 30 June 2011; -- On completion, Astaire will pay approximately GBP650,000 in cash into an escrow account. This will be used to fund the purchase of certain Isambard investments. The investments purchased will be transferred into the name of Astaire; -- In the event that a specified contingent liability crystalises within RD and Astaire elects to fund the cash costs of this, Astaire has the right to subscribe GBP100,000 in cash for a further GBP200,000 in loan notes -- The completion of the Sale is subject to (i) the approval of Astaire Group Shareholders at the General Meeting (ii) the passing of a resolution approving the Sale at a general meeting convened by Evolve and (iii) the granting of controller consent by the FSA to RDH and its controlling shareholders; -- Astaire has given certain warranties and indemnities, including a tax indemnity, effective for a period of between three and five years to RDH. Liability under these is capped at GBP1,000,000 and Astaire can elect to satisfy any claim by giving up RDH loan notes on the basis of GBP2 in loan notes for each GBP1 of claim and, should the RDH loan note be fully cancelled or transferred, by giving up its equity stake in RDH on the basis of 0.3% of RD Newco for each GBP5,000 of claim. Thus, should it choose, Astaire can satisfy its maximum liability under the warranties and indemnities without making further cash payments; -- Astaire has also given a non-compete and non-solicitation of staff undertaking for three years following completion; -- Astaire and the other RDH shareholders will enter into a shareholders' agreement. Under this agreement and RDH's articles of association; -- Astaire will have the right to appoint a director to the board of RDH and to receive certain financial information to monitor its investment in RDH; -- Astaire will have certain minority protection rights; -- Astaire will have certain pre-emption rights on the issue of new shares or other securities by RDH; -- Astaire agrees not to hold any interest in any competing business or solicit employees of Rowan Dartington while it remains a shareholder in RDH . 7. Effect of the sale on Astaire Group and Investing Policy On completion of the Sale (and subject to completion of the Dowgate disposal), Astaire Group will no longer consolidate any trading companies. Astaire Group's assets following the Sale are estimated to comprise approximately GBP930,000 in cash (including approximately GBP400,000 held within DCS, which would leave the Group on completion of that sale), its investment in CS Holdings, which (as explained above) holds a further GBP3 million in cash pending payment of legal fees and resolution of the litigation plus a further GBP362,000 (net) due under the Astaire Securities sale escrow arrangements and options / warrants in a number of quoted companies, the preference shares and loan stock referred to in paragraph 6 above and some other investments (including the Isambard investments referred to above) that may not be readily realisable. Astaire Group's assets would also be increased by the successful completion of the sale of DCS by GBP675,000 (before expenses) and the further GBP225,000 held in escrow. The Astaire Group Board considers it inappropriate to invest the cash held by CS Holdings in anything other than low risk bank deposits and liquid money market instruments pending the outcome of the litigation. If and when the DCS sale proceeds are received and as and when the Izodia litigation has been resolved, and having regard to all the warranty periods and escrow arrangements, as well as any obligations DCL may have in respect of a lease on premises at 46 Worship Street, London, EC2A 2EA and dealing with the taxation matters referred to above, the Astaire Group Board will consider steps to return any available excess cash to Shareholders. Due to its accumulated losses, Astaire Group would not be able to make any distributions without first seeking approval from Shareholders and from the court for a reduction of capital. Tax considerations for Shareholders would also be taken into account. As explained above, following completion of the Sale, Astaire Group will become an "investing company" as defined in the AIM Rules as a result of the disposal of substantially all of its trading businesses. In the context of the Company's strategic intention to seek to return any available excess cash to shareholders and the deferred nature of any cash consideration receivable under the arrangements relating to Rowan Dartington, the Company's investing policy is to continue to hold its present investments until they can be realised, acquiring additional investments only when contractually required to do so (for example in relation to the Isambard Investments referred to in paragraph 6 above) or in order to obtain value for any warrants and options which are "in the money" (i.e. capable of being exercised to buy securities at prices which give Astaire a profit on disposal). The Astaire Group's investments include both quoted and unquoted securities such as warrants to acquire quoted shares, an investment in Euroclear PLC and sundry holdings owned by companies acquired by Astaire Group as well as its ongoing investment in RDH shares and loan notes described in paragraph 6, following the completion of the Sale. In view of the nature of the investments and the intention to wind down the portfolio, the investing policy does not include any specific exposure limits to individual investments. Generally the management of the investments will be passive in nature, (i.e. with no active involvement by Astaire in the underlying investee companies). However, this will not preclude Astaire from appointing directors to investee companies (as is intended in respect of RDH as part of its investment monitoring process) or from taking any steps it sees fit to protect the value of its investments or to promote their disposal. Astaire does not intend to take on any gearing, other than short term use of overdraft facilities as part of its normal cash flow management. While the Board intend to sell its present investments and any new investments as soon as reasonably practicable with a view to returning cash to shareholders, it does not intend to dispose of any investments at forced sale prices in order to accelerate this process. The proposed investing policy contains no specific deadlines for any disposals as the Board considers that these could be detrimental to their efforts to secure reasonable prices. The cash held by Astaire Group (including the proceeds of any disposals) will be held in bank deposits or invested in liquid securities. Such liquid securities may include equity investments but are likely to be predominantly debt instruments such as gilts. In due course the Board will be reviewing its remaining cost base and may also consider as a part of this putting proposals to Shareholders for delisting the Company's Shares from trading on AIM. 8. Recommendation The Astaire Group Directors consider the terms of the Sale to be fair and reasonable. The Astaire Group Directors unanimously recommend that Shareholders vote in favour of the resolutions to be proposed at the General Meeting. |
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